SB 1 
.M373 
1922 
Copy 1 



CHARTER AND BY-LAWS 



Massachusetts Horticultural 



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Society 



JANUARY I, 1922 



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5 
jvi 






CHARTER OF THE SOCIETY. 



AN ACT TO INCORPORATE THE MASSACPIUSETTS 
HORTICULTURAL SOCIETY. 

Section i. Be it enacted by the Senate and House of Rep- 
resentatives in General Court assembled, and by the authority 
of the same, That Zebedee Cook, Jr., Robert L. Emmons, 
William Worthington, B. V. French, John B. Russell, J. R. 
Newhall, Cheever Newhall, and Thomas G. Fessenden, their 
Associates and Successors, be, and they hereby are incorpo- 
rated, under the name, and by the description of the Massa- 
chusetts Horticultural Society, for the purpose of encouraging 
and improving the science and practice of horticulture, and 
promoting the amelioration of the various species of trees, 
fruits, plants and vegetables, and the introduction of new spe- 
cies and varieties ; with power to make by-laws not inconsistent 
with the Laws of the Commonwealth, for the regulation of 
said society and the management of the same and of its 
concerns; to receive donations, bequests and devises, for 
promoting the objects of said society; to lay and collect 
assessments on the members not exceeding two dollars per 
annum; to enforce the payment of such assessments by ac- 
tion for the same; to purchase and hold real estate to the 
amount of ten thousand dollars, and personal estate to the 
amount of twenty thousand dollars; to elect a treasurer, sec- 
retary and other officers, — the appointment of which shall be 
provided for in the By-Laws of said society ; the meeting for 
the election of such officers to be called at the times and in 
the inanner provided in such By-Laws; to einpower the presi- 
dent, directors, comptrollers, treasurer, committees, or other 
officers or members, or any attorneys, agents or representa- 
tives of said society, to transact the business, manage and 
apply the funds, discharge the functions, and promote the 
objects thereof; to authorize any of the members or officers 



of said society to fill vacancies in the various offices of the 
same, that may happen in the intervals between the meetings 
of the members for choosing officers; and to commence and 
defend suits. 

Section 2. Be it further enacted, That in case the said 
corporation shall, at any time, contract debts beyond their 
means and ability to pay at the time of contracting the same, 
the officers or other agents of said corporation, so contracting 
such debts, shall be personally liable for the same. 

Section 3. Be it further enacted, That any member of 
said corporation may cease to be a member thereof, by giving 
notice to that effect to the president, treasurer, secretary, or 
other officers, and paying the amount due from him to the 
society. 

Section 4. Be it further enacted, That the first meeting of 
the members of said corporation may be called by any two 
or more of the persons named in the first section, by giving 
one week's notice, or more, by advertisement in any newspaper 
printed in Boston. 

Section 5. Be it further enacted, That this Act may be 
altered or repealed at the discretion of the Legislature. 

Approved June 12, 1829. 

The Acts in addition to this Act (other than those relating 
to Mount Auburn) are: — 

1. An Act authorizing the purchase and holding of real 
estate to the amount of fifty thousand dollars, approved Feb- 
ruary 5, 1844. 

2. An Act authorizing the purchase and holding of real 
estate to the amount of one hundred thousand dollars, ap- 
proved April 25, 1853. 

3. An Act authorizing the holding of real estate to the 
amount of two hundred and fifty thousand dollars, approved 
March 4, 1863. 

4. An Act exempting from taxation such portions of real 
estate and buildings belonging to incorporated horticultural 
societies as are used for their offices, libraries and exhibitions, 
approved April 19, 1884. 



5- An Act authorizing the holding of real and personal 
estate to an amount not exceeding one million dollars, ap- 
proved May 2, 1S95. 

6. An Act authorizing the choosing of the Treasurer and 
Secretary in such manner and by such committees or other 
officers as the By-Laws may from time to time provide, ap- 
proved February 28, 1905. 



BY-LAWS 



OF THE 



MASSACHUSETTS HORTICULTURAL 
SOCIETY. 



SECTION I. 



MEETINGS. 



The annual meeting of the Society for the transaction of 
business and for the election of officers, namely, a President, 
two Vice-Presidents, and a Board of Trustees, shall be held on 
the second Saturday after the first Monday in November, and 
the officers elected shall enter upon their duties on the first day 
of January ensuing. 

In addition to the annual meeting there shall be held a 
meeting on the second Monday in January in each year, to be 
called the inaugural meeting, at which the President shall make 
an inaugural address, and the Treasurer and Secretary, whose 
terms of office expired on January first preceding, the Board of 
Trustees, the Library Committee, the Committee on Lectures 
and Publications and every existing committee appointed by 
the Board of Trustees under the provisions of clause (7), Sec- 
tion VIII, of the By-Laws shall each make a report to the So- 
ciety for the preceding year. No business except the hearing 
of such address and the acceptance or rejection of such reports 
shall be transacted at the inaugural meeting, unless mentioned 
in the call. 

Special meetings of the Society may be called by order of 
the President, or by any five of the Board of Trustees, or upon 
request of fifteen members of the Society. 

A notice of each meeting and of every adjourned meeting 
shall be mailed by the Secretary to each member at his last 



address appearing on the records of the Secretary at least ten 
days prior to the meeting; and the notice of a special meeting 
shall specify the business to be considered at such meeting, 
which shall be proposed as provided in Section II., and no 
business other than that specified shall be transacted thereat, 
and no new business shall be transacted at any adjourned 
meeting. 

Twenty members shall constitute a quorum at any meeting 
of the Society. 

SECTION II. 

POWERS RESERVED TO THE SOCIETY. 

The Society may, except as herein provided, by vote of its 
members, at any annual meeting or special meeting called as 
provided by Section I., transact any business lawful under its 
Charter and By-Laws ; may instruct the Trustees and other 
officers of the Society; and the vote of the Society shall 
supersede the action of any of its officers: provided, however, 
that acqmred rights of third parties shall not be thereby 
impaired. No vote calling for any appropriation of money or 
any sale or conveyance of any of the Society's property shall 
be valid without the approval of the Board of Trustees, except 
that the Society may, by a vote of a majority of all its mem- 
bers, authorize such sale or conveyance of the real estate 
belonging to the Society without the approval of the Board of 
Trustees. 

The Trustees or any five of them, or any fifteen members of 
the Society, may propose business to be considered at any 
special meeting, of which proposed business notice shall be 
given as provided in Section I. No sale of the Society's real 
estate, and no expenditure or contract therefor, amounting to 
more than $5000 for any one purpose, shall, except as provided 
in the next paragraph of this section, be valid and binding on 
the Society unless authorized by vote of the Society. 

The Trustees may appropriate a sum or sums amounting 
to more than $5000 for the purpose of prizes and gratuities. 



provided that there shall not be appropriated for the purpose 
of being expended in any one year, in addition to the income of 
the special prize funds of the Society, a sum or sums exceeding 
the amount of the general income of the Society for the preced- 
ing year applicable for such purpose as shown by the report of 
the Treasurer. 

SECTION III. 

OFFICERS. 

The officers of the Society shall be a President, two Vice- 
Presidents, a Treasurer, a Secretary, and a Board of Trustees, 
consisting of the President, the Treasurer, two Vice-Presidents, 
all living ex- Presidents, and twelve members elected by the 
Society, and such other officers and committees as the Board 
of Trustees shall appoint, according to Section VIII; provided, 
however, that no person shall be eligible to any office unless he 
or she shall have been a member of the Society for two years 
preceding. 

SECTION IV. 

THE PRESIDENT. 

The President shall be elected annually by the Society, and 
shall be ex officio a member of the Board of Trustees. His 
duties shall be to preside at the meetings of the Society and 
of the Board of Trustees; to preserve order; to state the 
business before the meeting; to state and put questions; 
and, in case of an equal division on any question, to give the 
casting vote; and to call for accounts and reports from all 
committees. 

The President shall be ex officio a member of all committees 
except the Committee on Nominations, and he shall have the 
right to attend and be heard at all meetings of such committees, 
but at all such meetings, except in the case of the Executive 
and Finance Committees, he shall not vote except in the case 
of a tie. 



vSECTION V. 



THE VICE-PRESIDENTS. 



There shall be two Vice-Presidents, who shall l^e elected by 
the Society on alternate years, and shall serve two years. 
They shall be ex officiis members of the Board of Trustees and 
of the Executive Committee. In the absence or disability of 
the President, the Senior Vice-President shall exercise all the 
authority, privileges and powers of the President; and, in case 
neither the President nor either Vice-President shall be present 
at any meeting, the meeting shall choose a President pro 
tempore, who shall be invested with all the powers and author- 
it v of the President. 



SECTION VI. 

THE TREASURER. 

The Treasurer shall be appointed annually by the Board of 
Trustees for a term of one year beginning on the first day of 
January ensuing and shall have the following powers and 
duties: 

{a) He shall have charge of the funds of the Society, and 
shall deposit the same in such bank or trust company as the 
Board of Trustees shall direct, where his account as Treas- 
urer shall be kept; and all payments shall be made by check. 

{b) He shall attend to the renting of the Building and the 
collection of the rents and other income of the Society. 

(c) He shall pay prizes and gratuities upon the written 
order of the Board of Trustees or the chairman of any com- 
mittee authorized by said Board to give such order, and shall 
pay no bills until audited by an officer designated by the 
Board of Trustees. 

{d) He shall have the care and custody of the seal of the 
Society and of the dies for the medals; and he shall cause 



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the medals to be struck and certificates of merit to be prepared, 
when required, and shall deliver them as awarded. 

(e) He shall have in his safe keeping the bonds, deeds, 
notes, certificates of stock, and other evidences of property, 
unless the Board of Trustees shall otherwise direct. 

(/) He shall, unless the Board of Trustees shall otherwise 
order, make all transfers and investments, with the consent 
and approval of the Board of Trustees. 

(g) He shall pay the taxes, insurance, interest on loans, 
and other debts, and keep a correct account of the receipts 
and disbursements of the Society. 

(/?) He shall, in January of each year, send to every annual 
member a bill of the amount due from such member. 

(i) He shall, as early in the year as possible, present to 
the Board of Trustees a full statement of receipts and ex- 
penditures for the preceding year. The fiscal year shall 
commence on the first day of January, and all assessments for 
the ensuing year shall be due at that time. He shall annually 
make a report to the society at the inaugural meeting at the 
close of his term of ofhce. 

(j) He shall give bond for the faithful performance of his 
duties in such sum and with such sureties as shall be approved 
by the Board of Trustees. 

(k) He shall not make or issue any note or other negotiable 
instrtmient unless expressly authorized in each case so to do 
by the Board of Trustees who shall in each case in their vote 
containing such authorization provide that such note or other 
obligation shall not be valid or binding on the Society until 
countersigned by some person designated in such vote: pro- 
vided, however, that he may be given authority by a general 
vote of the Board of Trustees to draw checks on the funds of 
the Society on deposit, as provided in Clause (a) of this Sec- 
tion VI. 

He shall, in the discharge of all his duties, be subject to the 
control of the Board of Trustees. 

In the absence or disability of the Treasurer, the Board of 
Trustees may appoint a temporary Treasurer who shall have 
all the powers and duties of the Treasurer. 



SECTION VII. 



THE SECRETARY. 



The Secretary shall be appointed annually by the Board of 
Trustees for a term of one year beginning on the first day of 
January ensuing. He shall conduct the correspondence of 
the Society, and shall keep copies of the same which shall be 
open to the inspection of the members at any meeting. He 
shall receive and read all letters and papers addressed to the 
Society, and shall dispose of them as provided by the By-Laws 
or directed by the Society or by the Board of Trustees. He 
shall regvilarly record the proceedings at every meeting and 
every adjourned meeting of the Society in a book to be kept 
for that purpose, and the minutes as so recorded shall be 
presented for approval at the succeeding meeting. He shall 
call special meetings of the Society when ordered or reciuested„ 
as provided in Section I. 

He shall give notice to each person of his election to office 
or membership in the Society. He shall record the election of 
every member and report his name and residence to the Treas- 
urer. He shall deliver to the Board of Trustees a copy of the 
proceedings of each meeting, and shall prepare and countersign 
all diplomas or certificates of membership. 

He shall prepare for each annual election an alphabetical 
list of the members of the Society. 

He shall, under the direction of the Committee on Lectures 
and Publications, act as editor of the publications of the 
Society, prepare them for the press, and superintend the 
printing thereof. He shall make notes, for publication, of 
meetings for discussion of horticultural subjects, and shall 
perform such other literary work as may be directed by the 
Society or the Board of Trustees, or as may not be otherwi.se 
provided for. 

In the absence of the Secretary at any meeting the Presi- 
dent or presiding officer shall appoint a Secretary pro tempore. 



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SECTION VIII. 

BOARD OF TRUSTEES. 

The Board of Trustees shall consist of the President, the 
Treasurer, two Vice-Presidents, all living ex-Presidents, and 
twelve members elected by the Society. Four members in 
addition to the President and one Vice-President shall be 
chosen each year and shall serve for the term of three years. 

The Board of Trustees shall hold stated meetings on the 
second Mondays of January, March, May, June, September 
and October in each year. Special meetings of the Board may 
be called by the President or by a call signed by any two mem- 
bers of the Board on at least three days' notice, which shall be 
given by mail at the last address of the member so notified ap- 
pearing on the records of the Secretary. This notice may be 
waived in writing. Seven members of the Board shall consti- 
tute a quorum thereof. 

In the absence of action by the Society as provided in 
Section II., the Board of Trustees shall have and exercise the 
following powers and duties : — 

(i) They shall have general charge and direction of the 
business of the Society. 

(2) They shall have the care and management of the 
Society's real estate, and may lease the same, or any part 
thereof, and make all necessary repairs; but no sale of the 
Society's real estate, except sales of shares in real estate 
trusts, so called, held by the Society as part of its invested 
funds, shall be valid without a vote of the Society authorizing 
such sale. 

(3) They shall have the care and management of the So- 
ciety's invested funds and other personal property, with power 
to invest, reinvest, and transfer the same in their discretion, 
or they may authorize and approve transfers and investments 
made by the Treasurer, as provided in Section VI. They shall 
have the care of all stocks, bonds, and other personal prop- 
erty of the Society, but may leave the custody of the same 



II 



in the Treasurer, as provided in Section VI; and they shall 
annually or oftener cause to be audited by a certified public 
accountant, or other expert accountant, the Treasurer's books. 

(4) They shall consider and pass upon all questions of the 
appropriation of money including the amounts to be appro- 
priated for prizes and gratuities. Appropriations for prizes 
and gratuities may be made by them not more than three 
years in advance and they shall, at the annual meeting, report 
to the Society the amotmts they have so a]jpropriated for 
prizes and gratuities and also such other appropriations as 
they think meet for the ensuing year. They may, however, 
subject to the provisions of Section II, make such additional 
appropriations for the purposes of the Society as they deem 
proper. 

(5) They shall appoint the following committees: a Lib- 
rary Committee, a Committee on Lectures and Publications, a 
Committee on Buildings, a Membership Committee, a Com- 
mittee on Exhibitions, a Committee on Prizes, an Executive 
Committee, a Finance Committee, a Nominating Committee, 
a Committee on Gardens, a Committee on Children's Gardens, 
and a George Robert White Medal of Honor Committee. 

(a) The Library Committee, consisting of two Trustees, shall, 
under the direction of the Trustees, have charge of the care, 
maintenance, extension and use of the Society's library and the 
employment and discharge of all employees connected there- 
with, except the Librarian. 

{b) The Committee on Lectures and Publications, consisting of 
two Trustees, shall, under the direction of the Trustees, ar- 
range for and direct such lectures and essays on horticultural 
and allied subjects as may seem to the Committee to be ex- 
pedient, and which shall prepare or cause to be prepared, 
printed, published, issued and distributed, all bulletins, cata- 
logues, pamphlets, reports, books and other publications of the 
Society, except the schedules and prize-lists for exhibitions. 

(c) The Committee on Buildings, consisting of two Trustees, 
shall, under the direction of the Trustees, have charge of the 
care, maintenance, and use of all buildings and grounds of the 
Society and the employment and discharge of the janitor and 



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all other employees connected therewith (except the Librarian 
and employees connected with the library) and the leasing of 
parts of the building for lectures, exhibitions, meetings, enter- 
tainments, and other purposes. 

(d) The Membership Committee, consisting of three Trustees, 
shall pass tipon all proposals for life or annual membership, as 
provided in Section XIII. 

{e) The Committee on Exhibitions, consisting of three 
Trustees and two other members of the Society, shall, under 
the direction of the Trustees, have full charge of the planning, 
arranging, and advertising of all the Society's exhibitions, the 
allotment of space thereat, the time when such exhibitions 
shall be held, the prizes and other awards to be made thereat, 
and the admission price, if any, thereto. It shall prepare, or 
cause to be prepared, printed, published, or distributed all 
schedules and prize-lists for such exhibitions. It shall arrange 
for such exhibitions, not more than three years in advance of 
the date when the same are to be held. 

(/) The Committee on Prizes, consisting of three Trustees, 
shall have full charge of the preparation and maintenance of 
the rules and regulations of the Society for exhibitions and for 
awarding certificates, prizes, gratuities and medals. This 
Committee shall appoint the Committee on Fruits, the Com- 
mittee on Vegetables, and the Committee on Plants and 
Flowers, and shall fill vacancies in the same. Each of such 
committees shall consist of at least three members of the So- 
ciety who are not Trustees, and also of such experts as may, 
from time to time, be appointed by the Committee on Prizes 
to act with such committee. Such committees shall, under 
the general and specific direction of the Board of Trustees and 
in accordance with such rules and regulations, award all the 
certificates, prizes, gratuities and medals of the Society. 

(g) The Executive Committee, consisting of the President, two 
Vice-Presidents and two other Trustees, in the intervals be- 
tween the meetings of the Trustees and subject to the general 
and specific direction of the Society and of the Trustees, shall 
have charge of all the affairs of the Society. 

{h) The Finance Committee, consisting of the President, the 



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Treasurer, and one other Trustee, shall, in the intervals be- 
tween the meetings of the Trustees and subject to the general 
and specific direction of the Society and of the Trustees, have 
the care and management of the Society's funds and the power 
to sell, exchange, invest, reinvest and transfer the same, in 
their discretion. 

(i) The Nominating Committee, consisting ex officiis of the 
four Trustees who still have more than one year but less than 
two years to serve as such Trustees, shall nominate candidates 
for all offices which are to be filled by election by the members 
of the Society, and shall file its nominations with the Secretary 
at least one month before the annual meeting. The Secretary 
shall, immediately on receiving such nominations, post the 
same in some public place in the Society's building. 

Nominations for any office, which is to be filled by election 
by members of the Society, in addition to those made by the 
Nominating Committee, may be made by papers signed by 
fifteen or more members of the Society and deposited with the 
Secretary at least two weeks before the annual meeting. The 
Secretary shall, immediately on receiving such nominations, 
post the same in some public place in the Society's building. 

The Secretary shall have the ballots printed under the direc- 
tion of the Nominating Committee. Each ballot shall state the 
number to be elected for each office and the names of candi- 
dates for each office shall be printed in alphabetical order. If 
any ballot is marked for more than the required number, the 
ballot shall be declared void as a vote for that office for which 
the excessive number is marked. Only such candidates shall 
be voted for as shall have been nominated as above provided. 

(j) The Committee on Gardens, consisting of two Trustees 
and one other member of the Society, shall make to the Board 
of Trustees such recommendations as it deems expedient for 
awards to be made for such private estates as may be reported 
to the Society as worthy of special award on account of the 
horticulture there displayed. 

(k) The Committee in Children's Gardens, consisting of one 
Trustee and two other members of the Society, shall, subject 
to the other provisions of these By-Laws, have charge of all 



14 

matters of the Society relating to children's gardens and exhibi- 
tions of the products thereof. 

(/) The George Robert White Medal of Honor Committee, con- 
sisting of three Trustees, shall recommend to the Board of Trus- 
tees awards for the George R. White gold medal. 

(6) They shall appoint the Treasurer and Secretary of the 
Society, a Superintendent of the Building and a Librarian 
of the Society, and define their duties, except when these are 
determined by the By-Laws, and may remove them or any of 
them, and appoint others in their stead, whenever, in their 
opinion, the interests of the Society shall require it. They 
may employ such additional assistants as they deem best, 
and shall determine the compensation of all officers and agents 
of the Society. 

(7) In addition to the Committees named, the Board of 
Trustees may appoint such additional committees as may be 
required for conducting special exhibitions and for awarding 
prizes, and may, in its discretion, appoint persons from outside 
the membership of the Society to act as judges to award prizes 
either alone or in conjunction with any committee; and the 
Board of Trustees may delegate appropriate powers to any of 
the appointed committees, excepting the power to appropriate 
money or to dispose of the property of the Society, and it may 
at any time revoke powers so delegated, and may at any time 
in its discretion remove any member of such committee and 
substitute any other in his place. 



SECTION IX. 

THE LIBRARIAN. 

The Librarian shall have charge of all books, drawings, 
engravings, herbariums, and other articles appertaining to the 
Library, and shall attend to the purchase, recording, cata- 
loguing, arranging, binding, delivering, and receiving of 
books: these duties to be performed under the direction of 
the Board of Trustees or other committee thereof duly au- 



15 

thorized or of the Library Committee. He shall, as far as 
possible, assist those desiring to use the Library in their in- 
vestigations. 



SECTION X. 

THE SUPERINTENDENT OF THE BUILDING. 

The Superintendent of the Building shall, under the general 
direction of the Trustees and the specific direction of the Com- 
mittee on Buildings, have charge of Horticultural Hall and the 
premises connected therewith. 



SECTION XI. 

VACANCIES. 

Whenever a vacancy occurs in any office of the Society, 
such vacancy shall be filled by the Board of Trustees until 
the next annual meeting, when candidates shall be nominated 
as provided by these By-Laws to fill the remaining term, if 
any, for which the vacancy exists. 



SECTION XII. 

VOTING. 

All elections of the Society shall be by AustraHan ballot; 
and the polls shall be continuously open for a period of at 
least three hours on the day of the annual meeting. 

The President or presiding officer shall appoint a committee 
of three to receive, assort, and count the votes given, and 
report the number. A plurality shall elect, and the President 
or presiding officer shall declare who are elected. 

Voting by proxy shall not be allowed at any meeting. 



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SECTION XIIL 

MEMBERSHIPS. 

Any member may propose candidates for life or annual 
membership to the Membership Committee. Such proposal 
shall be in writing and shall be accompanied by a statement 
of the qualifications of such candidate for membership. On 
any candidate being so proposed, said committee shall cause 
the name of the candidate and the name of the proposer to be 
posted for at least two weeks in some public place in the 
Society's building. During said two weeks any member 
may file with the Secretary a written protest against the 
election of said candidate, and no candidate shall be eligible 
against whom ten or more such protests have been so filed. 
At the first meeting of the Membership Committee held after 
the expiration of the two weeks during which the name of the 
candidate has been so posted, the name shall be voted on by 
such committee; and the candidate shall be elected by a 
majority of the full number of such committee so voting. 
The candidate so elected shall qualify for membership within 
three rnonths from the date when notice of such election is 
given him or her, or the election shall be void. 



LIFE MEMBERS. 

A payment of thirty dollars or such other sum as may be, 
from time to time, determined by the Board of Trustees, 
shall constitute a life membership, and exempt the member 
from all future assessments; and any annual member, having 
paid all dues, may become a life member by the payment of 
twenty dollars in addition thereto, and any annual member 
who has paid all dues for twenty-five or more years, may be 
made a life member by a majority vote of the full Board of 
Trustees without further payment. 



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ANNUAL MEMBERS. 



Every annual member, before receiving a diploma or ex- 
ercising the privileges of a member, shall pay the sum of ten 
dollars, or such other sum as may be, from time to time, deter- 
mined by the Board of Trustees, as an admission fee, and shall 
be subject afterwards to an annual assessment of two dollars, 
excepting as provided in the preceding paragraph of this sec- 
tion. 

PRIVILEGES. 

Each member of the Society shall be entitled to the follow- 
ing privileges : — 

1. To be present and vote at all the meetings of the So- 
ciety. 

2. To have personal access to the Library, and to consult 
any of the periodicals, books, or plates, or to examine any of 
the models belonging to the Society, under rules established 
by the Board of Trustees. 

3. To have free admission to all the exhibitions of the 
Society, for such member and immediate family. 

4. To receive all the publications of the Society under rules 
estabhshed by the Board of Trustees. 



SECTION XIV. 

WITHDRAWAL OR DISCONTINUANCE OR EXPULSION OF 
MEMBERS. 

Any member miay cease to be a member by giving written 
notice to that efi'ect to the Secretary and paying the amount 
due from such member to the Society. Any member who 
shall neglect for the space of two years to pay the annual 
assessment, after due notice from the Treasurer, shall cease 
to be a member. The Treasurer shall give notice of such 
withdrawal or discontinuance to the Secretary, who shall erase 
such members' names from the list. 



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If any member shall dishonor the Society, or shall be guilty 
of any breach of good faith thereto, such member may be 
expelled at any meeting of the Society, two-thirds of the 
members present voting therefor. But no member shall be 
expelled unless a written notice of the motion be served by 
the Secretary upon such member personally, or given by 
registered mail sent to his or her address as recorded in the 
records of the Secretary, at least twenty days before it is 
acted upon. 

SECTION XV. 

HONORARY AND CORRESPONDING MEMBERS. 

The Board of Trustees may elect Honorary and Corre- 
sponding Members at any meeting, to each of whom the 
Secretary shall transmit a Diploma or Certificate of Election, 
under the seal of the Society, signed by the President and 
countersigned by the Secretary; and such members shall not 
be entitled to hold office or to vote at any meeting. 

SECTION XVI. 

PRIZES AND GRATUITIES. 

Prizes and gratuities may be awarded by the Board of 
Trustees, or by such committees or judges as may be ap- 
pointed by them for such purpose, to any person for the ex- 
hibition of any fruits, plants, flowers, or vegetables, either 
new of their kind or of uncommon excellence; or for any 
new and successful method of cultivating any variety of 
fruits, flowers, plants, trees, shrubs, or vegetables; or for 
any other object immediately connected with horticulture; 
or for the essential advancement of the objects of the So- 
ciety in any other way. But no gratuity shall be awarded for 
any object which shall have been entered or exhibited for a 
prize. No award shall be made for any unworthy exhibit, 
and no gratuity given shall be of a larger amount than the 
lowest prize established for the same exhibit. 



19 



SECTION XVII. 



AMENDMENTS. 



Amendments to the By-Laws may be proposed in writing 
by any member of the Society to the Board of Trustees at any 
meeting of the Board of Trustees held at least two months 
before the next annual meeting of the Society, and, on being 
approved by a majority of the Board, shall be filed with the 
Secretary in their original form or as amended at least thirty 
days before such annual meeting, and shall subsequently be 
submitted to such annual meeting; or any twenty members 
may propose amendments to be acted upon at any annual 
meeting of the Society, without the approval of the Board 
of Trustees, by filing the amendments in writing with the 
Secretary thirty days at least before such annual meeting. 
The vote on each amendment shall be "Yes" or ''No." 

The Secretary shall, at least three weeks before the meet- 
ing at which the same are to be considered, mail a copy of 
every proposed amendment to each member of the Society at 
his last address appearing on the records of the Secretary. 

All amendments proposed shall be printed on one ballot, 
with a space for voting " Yes " or " No " opposite each amend- 
ment, thus: — 



If you wish the amendment adopted, put a cross 
under " Yes". If not, under " No." 


YES 


NO 


(Here the subject of the amendment.) 







Any amendment shall be adopted if it receives two-thirds 
of the votes cast. The polls shall remain open for the purpose 
of voting on any proposed amendments for a period of at 
least three hours, and the voting shall be by Australian ballot. 



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